ML20205F160
| ML20205F160 | |
| Person / Time | |
|---|---|
| Site: | Wolf Creek  |
| Issue date: | 03/30/1999 |
| From: | Maynard O WOLF CREEK NUCLEAR OPERATING CORP. |
| To: | NRC OFFICE OF INFORMATION RESOURCES MANAGEMENT (IRM) |
| References | |
| WM-99-0022, WM-99-22, NUDOCS 9904060131 | |
| Download: ML20205F160 (35) | |
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WSA.F CREEK NUCLEAR OPERATING CORPORATION Otto L Maynard President and Chief Executive Officer LW< 3 01999 WM 99-0022 U.S. Nuclear Regulatory Commission ATTN: Document Control Desk Mail Station Pl-13'?
Washington, D.C. 20555
Subject:
Docket No. 50-482: 10 CFR 50.75 Report on Status of Decommissioning Funding Gentlemen:
Pursuant to 10 CFR 50.75, this letter and enclosures report the status of decommissioning funding for the Wolf Creek Generating Station (WCGS) located near Burlington, Kansas.
General Information ;
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Wolf Creek Nuclear Operating Corporation. (WCNOC) is a jointly owned f corporation formed by its owners: Kansas Gas and Electric Company (KGE), a '
wholly-owned subsidiary of Western Resources. Inc., Kansas City Power &
Light Company (KCPL), and Kansas Electric Power Cooperative, Inc. (KEPCo).
Its purpose is to act as an agent on behalf of -its owners to operate, maintain, repair, decontaminate, and decommission WCGS. While WCNOC holds the operating license for WCGS, its formation has not changed the ownership or ultimate responsibility for the costs of WCGS. Each owner has established an. external trust fund to be used for its' share of decommissioning costs, and is regularly contributing amounts collected in electric rates approved by their state commissions and FERC.
Report Items \ ,
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Exhibit I calculates the estimated decommissioning funds required pursuant to 10 CFR 50.75 (b) and (c). The total value of funds (including net ,
earnings to date) accumulated in each owner's external trust fund as of '
December 31, 1998, is reported on Exhibit 2. Also, reported on Exhibit 2 is
-a schedule of the annual amounts remaining to be collected in electric rates and assumptiens for rates of cost escalation and earnings on funds. The ' [
rate orders which authorize collection of these amounts are based on a 1996 site study for WCGS, which assumes demolition of all structures at the plant 9904060131 990330 PDR ADOCK 05000482 I PDR P.O. Box 411/ Burlington KS 66839 / Phone: (316) 364-8831 An Equ,1 Opportundy Employer M F HCYET b-
p-WM'99-0022' Piga 2 of '2 l.
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! -site. Approximately 83% of the. study's total estimated costs are for work
' scopes. considered in the minimum decommissioning cost formulas in 10 CFR l 50.75 (b) . and ' (c) .
' A copy- of KGE's trust agreement, as amended.and restated February 11, 1998, is enclosed. KCPL and KEPCo still operate ur. der their; respective trust
, - agreements ' transmitted in' July, 1990.. Please note,'however,.that KCPL is currently negotiating a new agreement with its' trustee.
The attachment L to this letter provides a list of commitments contained in the letter.
If you have any questions, please call me at (316) 364-4000, or Michael J.
Angus at (316) 364-4077.
Si cerely, fl . .
ffA 47 '
Otto. ._Maynad OLM/rlr Exhibits ,
Enclosure' '
Attachment cca W. D. Johnson (NRC) , w/e,'w/e, w/a-E. W. Merschoff (NRC), w/e, w/e, w/a K. M. Thomas (NRC), w/e, w/e, w/a
' Robert Wood (NRC) , . w/e, w/e, w/a
- Senior Resident Inspector. (NRC) , w/e, w/e, w/a f
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I Exibit i to WM 99-0022 Page 1 of 1 WOLF CREEK NUCLEAR OPERATING CORPORATION Minimum Decommissioning Funds Estimate pursuant to 10 CFR 50.75(b) and (c)
Table (c)(1) - January 1986 dollars in Millions $ 105 (Wolf Creek is a PWR licensed for 3,565 MWt]
Escalation Factor (see calculation below) 2.723 Minimum estimate - December 1998 dollars in Millions $ 286 i
i Escalation - paragrcph (c)(2)
Escalation Factor = 0.65 Labor + 0.13 Energy + 0.22 Waste Burial Share 40-1998 Report I
@r 65% 1.590 1.034 Eriergy 13% 0.850 0.111 Weste Burial 22 % 7.173 1.578 TOTAL ESCALATION FACTOR 2.723 NOTE: 4Q-1998 factors per Thelen Reid & Priest LLP memo dated 2-19-99.
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Exibit 2 to WM 99-0022 Page 1 of 1 WOLF CREEK NUCLEAR OPERATING CORPORATION l Decommissioning Funding Status Report as of December 31,1998 (Dollars in Thousands)
TOTAL KGE KCPL KEPCo l
Market Value of Extemal $ 103,857 $ 52,093 $ 47,836 $ 3,928 L Sinking Fund as of 12/31/98 Amounts to be Collected in Electric Rates 1999 $ 7,416 $ 3,899 $ 3,304 $ 213 2000 7,624 3,964 3,421 239 2001 7,689 4.029 3,421 239 2002 7,771 4,111 3.421 239 2003 7,997 4,177 3,553 267 2004 8,062 4.242 3,553 267 2005 8.127 4,307 3,553 267 2006 8.369 4,372 3,699 298 2007 8.435 4.438 3.699 298 2008 8,500 4,503 3,699 298 2009 8,764 4,568 3,863 333 2010 8,829 4,633 3,863 333 2011 8,895 4,699 3,863 333 2012 9,182 4,764 4,046 372 2013 9,247 4,829 4,046 372 2014 9.313 4,895 4,046 372 2015 9,627 4,960 4.251 416
,2016 9,692 5,025 4,251 416
'2017 9,757 5,000 4,251 416 2018 10.099 5,156 4,479 464 2019 10,164 5,221 4,479 464 2020 10,229 5,286 4,479 464 2021 10,005 5,351 4,735 519 2022 10,671 5,417 4,735 51f, 2023 10,736 5,482 4,735 519 2024 11,147 5,547 5,020 580 2025 6,423 1,403 5,020 0 Assumptons for 1996 D-,,,, ' ,;.4 Study Decommesserung Altematwe DECON DECON Period Millions % Total Properaton for Decorr,mssioning $ 60 15%
Radioactus SystemWStructures and License Termination 278 68 %
Subtotal . Applicable to NRC Minimum 338 83 %
Other Systems / Structures and Site Restoraton 71 17%
TOTAL COST ESTIMATE $ 409 100 %
Rates / Factors specrfic to Owner or Jurisdiction Cost Escalation Rate Kantas 3.60% 3.60 % 3.60 % l Missouri -
4.50 % -
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After Tax Earnings on Funds 5.70 % 6.80 % 8.00 % I Kansas I
Missouri - 7.66 % -
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. 1 Enclosure to Wolf Creek Nuclear Operating Corporation Letter WM 99-0022 Kansas Gas and Electric Company Decommissioning Trust Agreement 29 Pages
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l KANSAS GAS AND ELECTRIC COMPANY WOLF CREEK GENERATING STATION DECOMMISSIONING TRUST 4
1 TRUST AGREEMENT Between j KANSAS GAS AND ELECTRIC COMPANY and UMB BANK, N.A.,
as Trustee AliENDED AND RESTATED
?ebruary 11, 1998 l
This Amended and Restated TRUST AGREEMENT (hereinafter Agreement) entered into this lith day of February, 1998, by and between KANSAS GAS AND ELECTRIC COMPANY, a Kansas corporation, having its principal place of business at 120 East First' Street, Wichita, Kansas 67202 (hereinafter KG&E) and UMB BANK, N.A., a banking association organized under the laws of the United States of America, having its principal place of business at 928 Grand Boulevard, Kansas City, Missouri 64106, as Trustee (hereinafter Trustee), supersedes the Trust Agreement by and between KG&E and Boatmen's Trust Company, as predecessor Trustee dated March 1, 1994, as amended and restated as of November 26, 1996.
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WHEREAS, the U.S. Nuclear Regulatory Commission (NRC),
an agency of the U.S. Government, pursuant to the Atomic Energy ;
Act of 1954, as amended, and the Energy Reorganization Act of 1974, has promulgated regulations in Title 10, Chapter I of the Code of Federal Regulations, Part 50, which require a holder of a l license issued pursuant to 10 CFR Part 50 to provide assurance that funds will be available when needed for required l
decommissioning activities; l WHEREAS, the State Corporation Commission of the State f I
of Kansac (hereinafter KCC) has directed KG&E in its September 27, 1985 Order in Docket No. 142,098-U, to establish a Trust Fund
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i to hold, invest, and reinvest (hereinafter manage) amounts )
i collected by KG&E through its rates for electric service to pay KGEE's' share of the estimated cost of decommissioning the Wolf Creek Generating Station (hereinaf ter WCGS) at the end of its useful' life; WHEREAS, this Agreement and the Trust Fund established ]
Hby this Agreement are intended to meet all applicable requirements of Section 468A of the Internal Revenue Code, as amended, temporary Treasury regulations promulgated thereunder, and any successor provisions; j l
WHEREAS, KGEE, through its duly authorized official, j hai selected the Trustee to be the trustee under this Agreement 3 and the Trustee is willing to act as trustee; NOW, THEREFORE, KG&E and the Trustee agree as follows: ;
Section 1. Establishment of Trust Fund.
I (a) KG&E and the Trustee hereby establish a Trust Fund l I
to manage amounts collected by KG&E through its rates for
- electric service to pay KGEE's share of the estimated cost of l decommissioning the WCGS at the end of its useful life and such other property as described in Section 5 of this Agreement. All such' collections, all-investments and reinvestments made under l
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i this Agreement, and the proceeds thereof, and all earnings and l j profits thereon, less any distributions which at the time of l
reference shall have been made by the Trustee under this Agreement, are referred to herein as the " Fund" or " Trust Fund".
l The Fund shall be held by the Trustee, IN TRUST, shall not be commingled wich any other. property of the Trustee, except to the extent expressly authorized under this Agreement, and shall be dealt with strictly in accordance with this Agreement.
(b) The name of the Trust Fund is the "P.ansas Gas and Electric Company Wolf Creek Generating Station Decommissioning 1
l Trust" (hereinaf ter Trust) .
(c) .KGEE may appoint one or more investment advisors to direct the Trustee with respect to the investment of all or a i specified portion of the Trust Fund. The appointment of any investment advisor shall be effective as of the date specified by KGEE, but not before it has been accepted in writing by the investment advisor and written notice of such appointment and acceptance given to the Trustee. KG&E may remove, or change the assets subject to the control of, any investment advisor appointed hereunder, but the Trustee may follow the instructions l
of a properly appointed investment advisor until infermed by KG&E that such investment advisor has been removed or its authority l
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over particular assets changed. Investment advisors shall agree to invast moneys in the Trust in accordance with all applicable i I
laws and regulations. The Trustee shall be fully protected and shall incur no- liability to any person when acting pursuant to-the instructions of any-such investment advisor.
(d) This Agreement and the Trust Fund are intended to meet all applicable requirements of the Internal Revenue Code of 1986, as amended, and the applicable rules and regulations !
l promulgated by the Internal Revenue Service with respect to a l Nuclear Decommissioning Reserve Fund.
1 Sehtion 2. Purpose of the Trust.
l (a) The Trust is created and shall be maintained for the exclusive purpose of providing funds for KG&E's share of the decommissioning of WCGS. KG&E will advise the Trustee in writing as to the determination of an independent engineer that the WCGS has reached the end of its useful life. The Trustee may rely upon the determination of the independent. engineer and shall be under no duty to inquire as to the correctness of such determination, nor to bring proceedings or otherwise seek to compel or contest such determination. For purposes of this Section, the term independent engineer means an engineer who is
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in fact independent, selected by KG&E and acceptable to the Trustee.
(b) The Trustee shall disburse funds to pay KG&E's
' share of the " decommissioning costs" of the WCGS as defined in
-Internal Ravenue ' Code regulations 1.468A-1(b) and successor provisions. -The Trustee shall make payments from the Fund to l
KG&E or-to a decommissioning contractor.of KG&E as KG&E may designate upon presentation to the Trustee of the following:
(1) A certificate duly executed by an officer of KG&E attesting to the occurrence of the events calling for disbursements from the Fund; and (2) A certificate attesting to the following conditions:
(i) that decommissioning is proceeding pursuant to an NRC-approved plan, and (ii) that the funds withdrawn will be expended for activities undertaken pursuant to that Plan and in accordance with Section 2 of the Trust
>.greement.
As an incident to the operation of the Trust Fund, and as described in Sections 7 and 10 of this Agreement, the Trustee is L
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i authorized to pay from the Fund normal administrative costs and other incidental expenses of the Fund excluding costs arising I
from KG&E's furnishing of goods, services, or facilities to the Fund and excluding compensation which is excessive or unnecessary to carry out the purposes of the Fund.
The Trustee shall be under no obligation to check or i
verify the correctness of the instructions given it by KG&E.
KG&E shall direct the Trustee to make only such l
l disbursements from the Trust Fund as are authorized by section )
l 468A of the Internal Revenue Code'and the regulations thereunder l I
and this Agreement may not be amended so as to violate section j 46'sA or the regulations thereunder. The Trustee shall have no l
responsibility with respect to any use made of moneys following their disbursement pursuant to the requirements of this Section.
Section 3. Contributions to the Fund.
(a) KGEE will transmit Vo the Trustee, as soon as reasonably practicable after the end of each calendar quarter, amounts collected by KG&E through its rates for electric service l
to pay KG&E's share of the estimated cost of decommissioning the WCGS at the end of its useful life. Each transmittal shall be in the form of a KG&E check or an electronic funds transfer made t
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1 payable to the Trustee. The Trustee shall be under no duty to '
t inquire as to the correctness of the snounts paid by KG&E, nor to 1 bring proceedings or otherwise determine or seek to enforce transmittal of such money from KG&E.
(b) If any part of any contribution made to the Fund is subsequently determined by KG&E to be in excess of the amount which should have been so contributed, the amount of any such excess contribution shall, at KG&E's discretion and upon written '
i notice to the Trustee, be credited by the Trustee against future i contributions until reduced to zero.
(c) The amount which KGEE will contribute to the Fund in~any taxable year shall be the lesser of (1) the amount of nuclear decommissioning costs included in KG&E's cost of service for rate making purposes for such taxable year that is properly allocable to WCGS, or (2) the ruling enount applicable to such taxable year as determined by the Internal Revenue Service under Sec. 468(A) of the Internal Revenue Code.
Section 4. Uses of the Fund.
No part of the Fund may be used for, or diverted to, 3 l \
t i any purpose other than the following i
i (a) The purpose described in Section 2; i
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s (b)- Investments described in Subsections 5(b) and (c) but only to the extent that a portien of the assets is not currently needed for the Purpose described in Section 2; (c) To pay administrative and other incidental l
l expenses incurred by the Trustee in managing the Fund and as described in Sections 7 and 10. For purposes of this subsection, the term " administrative and other incidental expenses" means all ordinary and necessary expenses incurred in connection with the operation of the Fund; (d) Distribution to KG&E of the assets of the Fund which are in excess of what was reasonably required to satisfy thd Purpose described in Section 2; or (e) Credit against future contributions of KG&E any excess contribution within the meaning of Subsection 3 (b) .
Section 5. Trustee Management of the Fund.
(a) It is the intent of KG&E that there shall at all times be validly appointed, by written instrument, one or more investment advisors with respect to the Fund, each of which shall have agreed to invest moneys in the Fund, without distinction between principal and interest, in accordance with all applicable laws and regulations, including, but not limited to, the Internal ,
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-Revenue Code-and regulations promulgated by the Internal Revenue Service. Notwithstanding anything otherwise provided in this Agreement,-the Trustee.shall be fully protected and shall incur no liability to~any person when acting pursuant to the instruction of any investment advisor appointed by KG&E. Any I
1 men'ys which from time to time are a part of the Fund but are not '
under management of an appointed investment advisor, in order to meet current liabilities of the Fund, may be invested by the Trustee in shares of a money market fund which itself invests in l
l securities, the principal and interest of which are guaranteed as to timely payment by the United States of America. In the event l
KGEE should fail to appoint an investment advisor or should such appointment, to'the actual knowledge of the Trustee, lapse, the Trustee shall, in managing the Trust Fund, discharge its duties 1
with respect to the Trust Fund solely in the interest of the Purpose of the Trust as described in Section 2 of this Agreement and with the care, skill and caution a prudent investor would, in light of the purposes, terms, distribution requirements and other circumstances of the investments under management, and shall make investments not in isolation but in the context of the trust portfolio and as part of an overall investment strategy, which 1
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should incorporate risk and return objectives reasonably suitable l
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i- s to the assets under management. The Trustee shall not engage in any act that is self-dealing as defined under_Sec. 4951 of the l
Internal Revenue Code. If the Trustee engages in an act of self-dealing in violation of this Agreement, the Trustee (and not the Fund) shall be liable for any tax imposed pursuant to Sec. 4951 of the Internal Revenue Code (or any applicable successor provision) as such Section is made applicable to the Fund or to the Trustee.
(b) Subject to Trustee'u right to rely upon instructions of investment advisors and subject to applicable federal and state regulations, the Trustee shall prudently invest ani reinvest the principsl and income of the Trust Fund and keep the Trust Fund invested, without distinction between principal and income, and in such a way as to attempt to maximize the after-tax return on the investments and reinvestments.
Investments may include, but are not necessarily limited to, I equity investments, fixed income securities, cash equivalents, index and mutual funds, other commingled funds and other i alternative investments. Selection of the investnent media for the investment and reinvestment of the principal and income of the Trust Fund shall be in the sole discretion of the Trustee, except for any portion of the Trust Fund that may be subject to L
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L the instructions of an additional investment advisor; provided, however, that investments shall be so diversified as to minimize J
the-risk of large losses unless under the circumstances it is clearly prudent not to do so; and further provided that on the
- written request of KG&E to retain cash, the Trustee shall retain l
so much cash as chall be specified in such request-and shall be under no obligation to invest the same as herein provided, and also that the Trustee in its discretion may retain cash temporarily awaiting investment.
(c) Subject to Trustee's right to rely upon instructions of investment advisors, in addition to complying wiEih the limitations contained in Subsections 5 (a) and (b), the Trustee shall make only such investments and reinvestments (i) l which are authorized by the laws of the State of Kansas for the investment of trust funds, and (ii) which meet all applicable requirements of the Internal Revenue Code of 1986, as amended, 1
and the applicable rules and regulations promulgated by the Internal Revenue Service with respect to a Nuclear Decommissioning Reserve Fund, and shall make no investments in securities-issued by KG&E or any of its affiliates, partners, or joint l venturers, or any other owner or operator of WCGS.
Furthermore, the Trustee shall not make any ' ++.ts from the Fund i
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~ 1 to KG&E-or to persons with whom KG&E to a significant extent is associated or affi2inted, or to persons who have the power,
'directly or indirectly,. to significantly influence or direct the actions or policies of KG&E.
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Section 6. Further Express Powers of Trustee.
l Without.in any way limiting the powers and discretions conferred upon the Trustee by the other provisions of this Agreement or by law, the Trustee in discharging its duties 1
hereunder, is expressly authorized and empowered:
(a) To sell, exchange, convey, transfer or otherwise dispose'of miy property held by it, by public or private sale.
No person dealing with the Tructee shall be bound to see to the application of the purchase money or to inquire into the validity 1
or expedience of any such sale or other disposition; I (b) To make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted; i
(c) To register any securities held in the Fund in its own name or in the name of a nominee and to. hold any security in
. bearer form or in book entry, or to combine certificates i
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representing such securities with- certificates of the same issue held by the Trustee in other fiduciary capacity, or to deposit or arrange for the deposit of such securities in a qualified central depository even though, when so deposited, such securities may be merged and held in bulk in the name of'the nominee of such depository with other securities deposited therein by another person or to deposit or arrange for the deposit of eny securities issued by the United States government or any agency or instrumentality thereof, with a Federal Reserve bank, but the books and records of the Trustee shall at all times show that all securities are'part of the Fund.
(d) To vote any securities of any issuer at any time in the Trust Fund, and to give general or special proxies or powers of attorney, with or without substitution, with respect thereto; to consent to, participate in,, and take any action in connection with, reorganizations, recapitalizations, consolidations, mergers, liquidations and similar transactions with respect to issuers of securities constituting assets of the Trust Fund, and to receive and retain any securities resulting from any such transactions; to deposit the securities of any issuers in any voting trust or with any protective or like committee, or trustee, and to exercise any subscription rights, J
e-14 conversion, or other rights or privileges, with respect to any securities in the Trust Fund.
( c .' To lend all or any part of the Trust Fund to qualified persons at such times and upon such terms as the Trustee may in its sole discretion deternine and to invest and reinvest any cash collateral deposited as security for the prop :ty loaned in accordance with this paragraph, provided that any 1s..u of securities shall be pursuant to a written agreement between KG&E and the Trustee.
Section 7. Taxes and Expenses.
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(a) The Trustee shall prepare and timely file all Federal, state and local income tax returns or other reports (including estimated tax returns and information returns) as may be required from time to time with respect to the Trust Fund, and KG&E agrees to provide the Trustee in a timely manner with any information within its possession, which is necessary to such filings. The Trustee shall prepare and submit to KG&E in a timely manner all information reasonably requested by KG&E regarding the Trust Fund required to be included in KG&E's Federal, state and local income tax returns or other reports (including estimated tax returns and information returns).
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15 Subject to the limitations contained in Section 7 (b) hereof, the Trustee may employ, at the expense of the Fund or KG&E, independent certified public accountants or other tax counsel to prepare or review such returns and reports. The Trustee agrees i
to sign any tax returns or other' reports where required by law to do so'or arising out of the Trustee's responsibilities hereunder, and.to remit from the. Trust Fund appropriate payments or deposits l
of Federal, state and local income or franchise taxes directly to the taxing agencies or authorized depositaries in a timely manner. Notwithstanding Section 18 hereof, any interest or penalty charges assessed against the Trust Fund pursuant to Chupters 67 or 68 of the Code, or pursuant to any similar state C# '.ocal tax provisions, as a result of the Trustee's failure to comply with this Section 7 shall be borne by the Trustee and not the Fund. The Trustee agrees to notify KG&E in, writing within
' fifteen days of its receipt of a notice of audit, but in no event i
later than fifteen days prior to'the commencement of any audit of any Trust Fund's Federal, state or local tax returns, and to participate with KGEE on behalf of the Trust Fund in such audits and related inquiries. The Trustee further agrees to provide l KG&E with any additional information in its possession regarding the Fund which may be reasonably requested by KG&E to be l
16 furnished in an audit of.KG&E's Federal, state or local tax returns.
(b) All ordinary and necessary expenses incurred in connection with the operation of the Trust Fund including, but not by way of limitation, legal,. actuarial and accounting s
expenses, the expenses incurred by the Trustee in the performance of its duties hereunder, including reasonable fees for legal services rendered to the Trustee and expenses incident thereto, reasonable fees relating to the deternination pursuant to Section 2 that the WCGS has reached the end of its useful life and expenses incident thereto, such compensation to the Trustee as ma be agreed upon in writing from time to time between KG&E and the Trustee, and all other proper charges and disbursements of the Trustee, including all real and personal property taxes, income taxes, transfer taxes, and other taxes (excepting only excise taxes imposed pursuant to Sec. 4951 of the Internal Revenue Code) of any and all kinds whatsoever that may be levied or assessed under existing or future laws of any jurisdiction
.upon or in respect of the Trust Fund hereby created or the Fund or any money, property or securities forming a part thereof, shall be paid by the Trustee out of the Fund, and the same shall constitute a charge upon the Fund. After notice to KG&E, the
17 Trustee shall contest any tax or other charge which may be levied or assessed against the Fund an'd the expenses of such contest shall be paid out of the Fund; but.it shall not be required to institute or continue'such contest unless the Fund contains moneys adequate for that purpose, or unless it is indemnified to
-its satisfaction by KG&E against its counsel fees and all other expenses, costs and liabilities to which, in its judgment, it may be subjected by any such action. Before obligating itself for extraordinary fees or expenses, the Trustee shall in each case obtain the written consent of KG&E.
Sebtion 8. Quarterly Valuation.
The Trustee shall quarterly furnish to KG&E a statement confirming the value of the Fund and the return earned on the Fund's value on'an annualized basis. Any securities in the Fund shall be valued at market value as of no more than 60 days prior to the date of valuation.
Section 9. Advice of Counsel.
The Trustee may from time to time consult with counsel, who may be counsel to KG&E, with respect to any question arising as to the construction of this Agreement or any action to be
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18 taken hereunder. The Trustee shall be fully protected and shall incur no liability to any person, to the full extent permitted by law, in acting upon the advice of counsel.
Section'10. Trustee Compensation.
The Trustee shall receive as reasonable compensation for its services as Trustee such enounts as may, from time to time, be agreed upon in writing between KG&E and the Trustee.
Such compensation shall be paid from the Fund and if not l therefrom, by KG&E.
I Section 11. Successor Trustee.
In addition to the provisions in Section 14, the ,
Trustee may resign or KG&E may replace the Trustee, but such resignation or replacement shall not be effective until KG&E has appointed a successor Trustee (which may not be KG&E, or any of its-affiliates, partners, or persons who have the power, directly or indirectly to significantly influence or direct the actions or policies of KG&E), and such successor accepts the appointment.
The successor Trustee shall have the same powers and duties as those conferred upon the Trustee hereunder. Upon the successor Trustee's acceptance of the appointment, the Trustee shall I
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l 19 assign,. trans fer and pay over to the successor Trustee the assets and properties then constituting the Fund. If for any reason, KG&E cannot or does not act within 90 days in the event of the resignation or removal of the Trustee, the Trustee may apply to a court of competent jurisdiction for the appointment of a 1
successor Trustee or for instructions. The successor Trustee shall specify the date on which it assumes administration of the l Trust Fund in a writing sent to KG&E and the present Trustee by hand delivery, certified mail or confirmed facsimile 10 days before such change becomes effective. Any expenses incurred by the Trustee as a result of any of the acts contemplated by this Se$ tion shall be paid as provided in Section 7.
Section 12. Record Keeping and Audits.
(a) The Trustee shall keep accurate and detailed accounts of all moneys received, investmenta and reinvestments made, receipts and disbursements through the Fund, all costs incurred, income trem the Fund and other transactions hereunder and all such accounts and other records relating thereto shall be i
open to inspection and audit at all reasonable times by any person designated by KG&E. Within thirty (30) days following the close of each calendar quarter or such other accounting period as l l
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l 20 KG&E may from time to time reasonably designate, and within thirty (30) days after the replacement or resignation of the Trustee as provided under Section 11, the Trustee shall file with KG&E a written account setting forth'all moneys received, investments and reinvestments made, receipts and disbursements l
through the Fund, all costs incurred, income from the Fund, and other transactions with respect to the Trust Fund, and other transactions with respect to the Trust Fu"d effected by itlduring such calendar quarter or during the period from the close of the !
last' calendar quarter to the date-of such removal, resignation or I termination.
.. j (b) Within fifteen (15) days after submitting a 1
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federal, state or local income tax return or any other report or document with any federal, state or local agency pertaining to the Fund or this Agreement, the Trustee shall submit a copy thereof to.KG&E.
(c) Te protect the Fund against waste and subject to Subsection 12 (d) , no one other than KG&E may require the Trustee to account or may institute an action or proceeding against the Trustee or the Fund. KG&E and the Trustee intend that no third party shall have access to the Fund except as provided herein.
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(d) Notwithstanding any other provision of this section, the Trustee shall have the right to have a judicial settlement of its accounts. In any proceeding for a judicial settlement of the Trustee's accounts, or for instructions in ;
connection with the Trust Fund, the only necessary party thereto l
in addition to the Trustee shall be KG&E. I Section 13. Amendment of Agreement.
KGEE reserves the right at any time and from time to time to amend, in whole or in part, any or all of the provisions of this Agreenent by notice thereof in writing delivered to the Trustee. No amendment which affects the rights, duties, l privileges, immunities or responsibilities of the Trustee may be made without its written consent. No amendment shall authorize or permit any part of the Fund to be used for or diverted to purposes or uses other than those described in Sections 2 and 4.
Section 14. Termination of Trust.
(a) This Agreement shall continue in effect until terminated by the provisions of paragraph 14 (b) below or pursuant I
to Section 11, and a successor Trustee is appointed.
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(b) In no event shall this Agreement extend for a term i
longer than the final payment of KG&E's share of the cost of
- J decommissioning the WCGS at the end of its useful life. Upon I final payment of KG&E's share of the cost of decommissioning the l
l WCGS at the end of its useful life, this Agreement shall terminate and any remaining funds shall revert to and become the property of KG&E.
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Section 15. Choice of Law.
This Agreement shall be construed and enforced in accordance with the laws of the State of Kansas to the extent not superseded by Federal law.
Section 16. Action by KG&E.
(a) Any action of.KGEE required or permitted under this Agresment may be taken by the Board of Directors of KGEE or i
by any committee, officer, employee or agent of KG&E duly i 1
authorized by its Board of Directors to act on its behalf in such respect. Any such action by KG&E shall be evidenced by a l
resolution of its Board of Directors certified, under the corporate seal, to the Trustee over the signature of the ;
Secretary or of any Assistant Secretary of KG&2, and the Trustee
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l shall be fully protected in acting in accordance with such resolution so certified to it. KGEE shall furnish the Trustee.
from time to time with certified copies of resolutions of its Board of Directors evidencing the appointment and authorization of any committee, officers, employees or agents of KG&E or of any other person authorized by the Board of Directors to act under this Agreement, and the appointment and authorization of any successors thereof and the Trustee shall be fully protected in I
acting in accordance with the instructions and certifications of persons whose appointment is so evidenced.
(b) All certifications, orders, requests, instructions J
and objections of KGEE to the Trustee shall be in writing and the Trustee shall act and shall be fully protected in acting in accordance with such certifications, orders, requests and instructions. The Trustee shall have no duty or power to act in the absence of such orders, requests and instructions from KG&E, except as provided for herein. The Trustee shall have the right to assume, in the absence of written notice to the contrary, that no event terminating the authority of any person authorized to act on its behalf hereunder has occurred.
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p l Section 17. Miscellaneous Provisions.
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.(a) In fulfilling its responsibilities and duties l hereunder, the ' Trustee shall comply with pertinent federal, state i or local laws.and regulations applicable to trust companies and fiduciaries perform ng similar functions.
(b) The Trustee shall not permit the indicia of ownership of any of the assets of the Fund to be maintained at a location outside the jurisdiction of the district courts of the United States.
(c) This Agreement is subject to all laws, statutes, rules and regulations, now and hereafter in effect, of any aphlicable governmental body of competent jurisdiction. In the event any provision of this Agreement is inconsistent with the L Internal = Revenue Code of 1986, as now in effect or as such act may from time to time be amended, or any regulation issued thereunder, as such may be applicable to a Nuclear Decommissioning Reserve Fund, the provision of this Agreement so affectad shall be deemed modified or superseded so as to be consistant with such act, and all other provisions of this Agreement and the provision or provisions as so modified shall in all respects continue and be in full force and effect'.
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t SectionL18. Limitation of Liability.
l The duties of the Trustee are only such'as are l- specifically provided herein. The Trustee shall incur no l
liability whatever,-except for misconduct'or negligence, so long I as it has acted in good faith. KGEE agrees'to indemnify and hold harmless the Trustee againse any loss, cost, expense or liability which Trustee may incur as a result of its service hereunder, unless such loss, cost, expense or liability shall be proximately l
caused-by the misconduct or_ negligence of the Trustee, so long as Trustee has acted in good faith.
section 19. Acceptance of Trust. j 1
4 The Trustee hereby accepts this Trust and agrees to hold all the property now or hereafter constituting the Fund 4 hereunder, subj ect to all the terms and conditions of this Agreement.
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Section 20. Notice.
l Any notice, request, instruction, direction, requisition or other document required or permitted to be given under this Agreement shall be sufficiently given if delivered in
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i l person, or if sent by certified mail or confirmed facsimile as follows:
If to KG&E, delivered or addressed to:
Kansas Gas and Electric Company P. O. Box 208 Wichita, Kansas 67201 Attention: William B. Moore, President with a copy delivered or addressed to:
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- Kansas Gas and Electric Company c/o Western Resources, Inc.
P. O. Box 889 Topeka, Kansas 66601 Attention: Richard D. Terrill, General Counsel i
If to the Trustee, delivered or addressed to:
I UMB Bank, n.a.
928 Grand Ave., 13th Floor Kansas City, MO 64106 i Attention: Corporate Trust i
Or to such other address as may be specified from time to time by KG&E or the Trustee.
Any report or document submitted to the KCC shall be sent by United States mail, postage prepaid, as follows:
l State Corporation Commission of Kansas 1500 S. W. Arrowhead Road Topeka, Kansas 66604 Attention: Secretary
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective authorized officer or management officials, duly authorized, and their corporate l
l seals to be hereunto affixed and attested, as of the date set l
! forth below.
l l KANSAS GAS ELECTRIC COMPANY l
Date: February 10, 1998 By: / .# f l
l
Title:
I Secretary l
l l
i
'7MB BANK, N.A.,
as Trustee i
Date: Penaueny n , 1 718- By: .N M i
Title:
VTce 77? es n-o e A 3 1
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20 STATE OF. KANSAS )
) ss:
COUNTY OF SHAWNEE _)
On this inr day of r o s y,,, r,, _
, 1998, befcre me personally came Richard D. Terrill , to me known, who, being by me duly sworn, did depose and say that he is the Secretary of Kansas Gas and Electric Company, the corporation described in'and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to such instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his name thereto by like authority. -
N lNotaryPublic A2_ Al W My appointment _ expires:
I g COMYFSLT.35f;?J:~2
. bN d 4
STATE OF MISSOURI )
) ss.
COUNTY OF JACKSON )
On this li day of _ FevRunnY , 1998, before me personally came E. w-cu.um ' mi_. em u_eo , to me known, who, being by me duly sworn, did depose and say that he is the V-r: c e 77f eno e% T- of UMB Bank, n.a., the banking association described in and which executed the above instrument;
.that he knows the seal of said corporation; that the seal affixed to such instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his name thereto ny like authority.
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'b h% ! j/ .
Not'ary [c Q My appointment expires: r1---
111=1111 i
h ' NOTARY SEAL'= = 11111111 ll 1
- 4 DucyTaylor-Prine. Notary PotWie 1 h Ms! AOOO b Jackson County, stats of Missourt b l -_ My Comtnission Expires 1/28/2000 l 1 = _ = 11 = 1 1 = = = = = = = == = = = 1 =<4
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Att: chm 3nt to t?M 99-0022 Paga 1 of 1 The following table identifies those actions committed to by Wolf Creek Nuclear Operating Corporation (WCNOC) in this document. Any other statements in this submittal are provided for information purposes and are not considered to be commitments. Please direct questions regarding these commitments to Mr.
Michael J. Angus, Manager Licensing and Corrective Action, at Wolf Creek Generating Station, (316) 364-4077.
COMMITMENT Due Date/ Event NONE
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